PDG REALTY S.A. (This is a free translation of the material fact made available by PDG Realty S.A. Empreendimentos e
Participações in March 18, 2015, and it's been distributed for information purposes only.)
PDG Realty S.A. Empreendimentos e Participações
Publicly Held Company
Corporate Taxpayer ID (CNPJ) No. 02.950.811/0001-89
Company Registry (NIRE): 33.300.285.199 | CVM Code 20478
PDG Realty S.A. Empreendimentos e Participações ("Company"), in fulfillment of the obligation set forth in article 157, §4º of Law No. 6.404 and in accordance with CVM Instruction No. 358, hereby notifies its shareholders and the market as a whole that, on this date, the Board of Directors has approved to submit to the general shareholders' meeting, to be called to April 6, 2015 ("Meeting"), a proposal for a capital increase of the Company, by means of a private subscription of shares, in accordance with the terms described hereunder ("Capital Increase"). The Capital Increase is included in the Company's plan to extend the maturity of its debts and reinforce its working capital, aiming to increase its cash availability and strength its capital structure and its position in view of the existing opportunities in the sector.
The proposed Capital Increase will be in the minimum amount of R$300,000,000.00 and maximum of up to R$500,000,000.00, by means of the issuance, for private subscription, of up to 1,136,363,636 common shares, all nominative and with no par value, for an issuance price of R$0.44 per share. The issuance price was set, in a way not to cause unfair dilution to the current shareholders of the Company, in accordance with article 170, §1º, III of Law No. 6.404/76, based on the average daily market quotation of the Company's common shares in BM&FBovespa, weighted by the volume over the 20 trading days before March 17, 2015.
Besides the subscribed shares, the subscribers will be entitled, as an additional benefit, to a warrant ("Warrant") for each 2.5 common shares subscribed under the Capital Increase, resulting in the issuance of up to 454,545,454 Warrants, not being allowed the delivery of fractions of Warrants, which shall always be disregarded. The Warrants shall be issued in a single series and each Warrant will grant to its holder the right to
subscribe one common share, for the exercise price of R$ 0.75 for each Warrant. The
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FREE TRANSLATION(This is a free translation of the material fact made available by PDG Realty S.A. Empreendimentos e
Participações in March 18, 2015, and it's been distributed for information purposes only.)
Warrants will mature in April 6, 2018, and might be exercised at any time from its issuance date until its maturity. Other features of the Warrants are described under the documentation made available by the Company for the Meeting. It will also be submitted to the Meeting the proposal for the increase of the authorized capital stock provided in the Company's Bylaws, in order to allow the issuance of the Warrants.
The holders of the shares issued by Company will have preemptive rights to subscribe the new shares, in an number of shares proportional to the equity stake held by such shareholders on closing of the trading day in BM&FBovespa on the date of the Meeting that resolve on the Capital Increase. Considering the maximum amount of the Capital Increase and the current share structure of the Company, each one (1) common share will entitle its holder the right to subscribe 0.8587579232 common share issued under the Capital Increase. Additionally, the shareholders might compete for the subscription of leftovers of shares not subscribed during the period of the preemptive right.
Vinci Partners Investimentos Ltda., by means of one or more investment funds managed by its controlled entities ("Vinci Funds"), committed to subscribe shares issued under the Capital Increase, by means of the exercise of its preemptive rights for the subscription of shares and, additionally, by the subscription of potential left-overs of non-subscribed shares, in a way that the total amount to be contributed by the Vinci Funds will be, if there are enough left-over shares, at least R$ 300.000.000,00, provided that the number of shares to be effectively subscribed by the Vinci Funds will depend on the result of the exercise of the preemptive rights and the subscription of left-overs by the remaining shareholders of the Company, and might result, therefore, in an number inferior to such amount.
In the event of a partial ratification of the Capital Increase, will be granted to the subscribers the right to reevaluate their investment decision, conditioning the subscription of the shares to (i) the subscription of the totality of the shares of the Capital Increase, or (ii) the subscription of the minimum amount, indicating, in this case, if the shareholder wish to receive: (a) the totality of the subscribed shares or (b) the quantity equivalent to the proportion between the number of shares effectively subscribed and the maximum number of shares of the Capital Increase.
In addition to the Meeting, it will also be held a General Meeting of the Holders of the Debentures issued under the 8th issuance of debentures convertible into shares of the Company, in accordance with art. 10, paragraph 4th of the Company's Bylaws.
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FREE TRANSLATION(This is a free translation of the material fact made available by PDG Realty S.A. Empreendimentos e
Participações in March 18, 2015, and it's been distributed for information purposes only.)
The information required by the law and CVM's regulation regarding the Capital Increase and other matters that will be discussed on the Meeting, especially those provided under CVM Rule No. 481/09, will be available at CVM's IPE System (www.cvm.gov.br) as from the call of the Meeting.
The Company will submit a Notice to the Shareholders, after the Meeting approving the Capital Increase, containing additional information on the procedures and deadlines for the exercise of preemptive rights, subscription of leftovers and the ability to reconsider the decision to subscribe shares in the event of a partial ratification, as well as the exercise of the rights arising from the Warrants.
The Company will keep its shareholders and the Market informed on the Capital
Increase and additional matters described in this Material Fact.
Rio de Janeiro, March 18, 2015.
Marco Racy Kheirallah
Investors' Relations Officer
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